SYNDICATE VENTURES INC
10SB12G/A, 2000-05-01
BUSINESS SERVICES, NEC
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT NO. 1

                                       TO

                                   FORM 10-SB

                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                  OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
                OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934


                            SYNDICATE VENTURES, INC.
                            ------------------------
                 (Name of Small Business Issuer in Its Charter)


             DELAWARE                                    95-4737487
             --------                                    ----------
         (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)            Identification No.)



     22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU, CA              90265
     -------------------------------------------------------------------
         (Address of Principal Executive Offices)              (ZipCode)


                                 (310) 317-6939
                                Telephone Number

                 Securities to be registered under Section 12(b)
                              of the Exchange Act:
                                      None

                 Securities to be registered under Section 12(g)
                              of the Exchange Act:

                         COMMON STOCK, $0.001 PAR VALUE
                         ------------------------------
                                (Title of class)

<PAGE>


                                     PART I

                                                                            Page

Item 1.    Description of Business...........................................1

Item 2.    Management's Discussion and Analysis or Plan of Operation.........3

Item 3.    Description of Property...........................................4

Item 4.    Security Ownership of Certain Beneficial Owners and Management....4

Item 5.    Executive Officers, Promoters and Control Persons.................5

Item 6.    Executive Compensation............................................6

Item 7.    Certain Relationships and Related Transactions....................6

Item 8.    Description of Securities.........................................6

                                    PART II

Item 1.    Market Price of and Dividends on the Registrants Common
             Equity and Other Shareholder Matters............................7

Item 2.    Legal Proceedings.................................................8

Item 3.    Changes in and Disagreements with Accountants.....................8

Item 4.    Recent Sales of Unregistered Securities...........................8

Item 5.    Indemnification of Directors and Officers.........................8

                                    PART F/S

Financial Statements.........................................................9

                                    PART III

Item 1.    Index to Exhibits................................................10

Item 2.    Description of Exhibits..........................................10




                                       i

<PAGE>


                                     PART I

Item 1.  Description of Business.

     Syndicate Ventures, Inc. ("Syndicate" or "the Company") was incorporated in
Delaware September 15, 1998.

MARKET OVERVIEW

     According to the Mortgage  Bankers  Association  of America,  or MBAA,  the
mortgage industry originated approximately $1.5 trillion in mortgages in 1998 as
compared to $834 billion in 1997.  The MBAA estimates that another $1.1 trillion
in mortgages will be funded in 1999.  With the  introduction  of  computer-based
mortgage  origination in the 1990s and, more recently,  Internet-based  mortgage
origination, technology is becoming the central market driver for both consumers
and financial service organizations on every front.

     As interest  rates  maintain an all time low, and estimates  that consumers
can  save as much as $1500 in  application  and  closing  fees by  shopping  for
mortgages online,  the Internet has become one of the easiest,  fastest and most
cost-effective  mechanisms  for consumers to  investigate,  apply for and fund a
mortgage - drastically changing the face of the financial services industry.  In
fact, according to Forrester Research,  by 2003, $91 billion - 10 percent of the
projected mortgage market - will be conducted online.

     At the same time, the Internet gives banks, lending institutions,  Realtors
and  other   organizations  the  opportunity  to  expand  and  streamline  their
traditional  mortgage processes in order to broaden consumer reach, offer better
customer service and increase productivity and profitability.  The Internet also
enables  these  organizations  to transact  business  with  customers  in a more
efficient  and  low-cost  manner,  and  gives  them the  flexibility  to  adjust
features, presentations and prices in response to competition.

     Meanwhile,  consumers benefit from improved overall  convenience,  low-cost
access to information  regarding  available products and services,  ease of use,
numerous choices and more competitive pricing.

     However, in the face of this booming market, many mortgage originators lack
the expertise to develop their own Internet  technologies  and have been slow to
take steps  towards  penetrating  the online  market.  Many still have  problems
seamlessly  integrating their Internet applications with the systems that assist
in  processing,  underwriting  and  closing  the  mortgage  loans.  As a result,
mortgage  originators  have  not  been  leveraging  the  Internet  as a means to
increase borrowers' satisfaction and cost savings.

                                       1

<PAGE>

SYNDICATE: TOUCHING EVERY MORTGAGE

     Clearly, the Internet has become a formidable new channel that is impacting
every aspect of the business.  In becoming the premier technology enabler in the
mortgage industry, Syndicate intends to leverage the Internet infrastructure and
its  innovative  technology  to  maximize  efficiency  in the  mortgage  lending
process.  Syndicate  will do this for its own mortgage  banking  operation or in
support  of the  mortgage  operations  of its  future  clients,  such as  banks,
Realtors, mortgage brokers, financial institutions and home builders.  Syndicate
intends to provide  these  benefits  through two channels:  consumer  direct and
business-to-business.


CONSUMER DIRECT: STREAMLINING AND SIMPLIFYING THE MORTGAGE PROCESS FOR CONSUMERS

     With its anticipated  mortgage  portal,  Syndicate's  website will offer an
easy-to-use,  one-stop  mortgage  lending  source for all  consumers,  including
borrowers with good credit and those with less than perfect credit.

     Intending to be one of the first sites to offer  consumers  mortgages  over
the Internet,  Syndicate's website will provide all the information and features
a consumer needs to make an informed mortgage  decision,  including  educational
information  on  the  lending  process;   real  time  rates;   mortgage  payment
calculator; accurate, up-to-date closing cost estimates; application, processing
and funding - all from one company and all on the same site. Syndicate's website
will  be   specifically   designed  to  make  the   mortgage   lending   process
understandable  and easy, and it will be the only online  mortgage lender in the
industry  with the ability to control  the entire  mortgage  transaction  - from
making the credit  decision to funding the loan - saving  consumers from several
hundred to several thousand dollars per loan.

     Moreover,  Syndicate's  website will  personalize  the Internet  borrowing
experience,  enabling users to speak with loan officers  directly at any time to
get answers or direction  on what's right for them.  The site will also offer an
easy-to-use  online  application  process and provide a secure  environment  for
consumers to submit their personal information.  Additionally, because Syndicate
will also be the lender,  the site will give consumers an added comfort level of
knowing that they are dealing directly with their mortgage  lender,  rather than
simply a Web  intermediary  with a  mortgage  site.  As a result of  Syndicate's
innovative technology and mortgage lending expertise,  consumers that will visit
the website will enjoy a more satisfying,  less frustrating  mortgage experience
because they will benefit from:

          -    more efficient and cost-effective mortgage transactions.

          -    real-time  interactive  selection  of loan  products and services
               tailored to their needs and qualifications;

          -    faster applications and pre-qualifications;

          -    the  ability  to track the  status of  mortgage  loans,  anytime,
               anywhere, through the Internet; and

          -    personalized  customer  care  with the  convenience  of  shopping
               online
                                       2
<PAGE>

     In addition to its own consumer web portal, Syndicate intends to create and
maintain  customized  "private  label" consumer  mortgage  lending Web sites for
banks,  credit unions, and other organizations that lack the technical expertise
and other resources to maintain a comprehensive,  effective online presence.  In
this role, Syndicate will give mortgage lenders of any size the ability to offer
remote (telephone and Internet) mortgage  counseling,  mortgage  application and
mortgage  origination  services,  with minimum  initial  investment and with low
overhead.  Costs to the client  bank/lender will be a fraction of the expense to
develop or manage  their own call center and will be used in support of, or as a
replacement for, a loan officer-based retail network.


BUSINESS-TO-BUSINESS: MAXIMIZING EFFICIENCIES FOR BANKS, REALTORS,
                      BROKERS AND LENDERS

     In  addition  to the  direct-to-consumer  channels,  Syndicate  intends  to
provide  mortgage  technology  and  outsourcing  solutions to mortgage  bankers,
mortgage  brokers,  financial  institutions,  realtors and homebuilders that are
looking to implement  Internet-based  mortgage  solutions to ensure  competitive
advantage and meet  increasing  customer  demand.  In this role,  Syndicate will
reduce the cost of mortgage  origination and funding for these  organizations by
supplying its state-of-the-art  Internet technology,  business management,  loan
processing, call center and mortgage funding capabilities.

     Additionally,  Syndicate is  developing  a  technology  and a new web site,
which will provide participating  mortgage lenders,  mortgage brokers,  mortgage
loan  correspondents and mortgage insurance  companies a neutral  environment to
conduct  their  daily  business.  Its  website  will be the first to bridge  the
electronic gap between lenders and brokers by providing  common  connectivity to
services,  thereby giving lenders and sponsored  brokers all the necessary tools
to  deliver   underwriting   decisions  at  the  point-of-sale  in  a  wholesale
environment.

     The communications efficiencies provided by the website will give borrowers
lower cost  mortgages and a better chance of finding a mortgage loan tailored to
their needs.


Item 2.  Management's Discussion and Analysis or Plan of Operation.

RESULTS OF OPERATIONS

     The following  discussion  and analysis below should be read in conjunction
with the financial statements,  including the notes thereto, appearing elsewhere
in this Registration  Statement.  For the period since inception  (September 15,
1998) through  December 31, 1999,  during the Company's  development  stage, the
Company has a zero cash balance and has generated a net loss of ($1,113).

                                       3
<PAGE>

FINANCIAL CONDITION AND LIQUIDITY

     The Company has limited  liquidity  and has an ongoing  need to finance its
activities. To date, the Company currently has funded these cash requirements by
offering and selling its Common Stock, and has issued 1,018,400 shares of Common
Stock for net proceeds of $1,018.00.

PLAN OF OPERATION

     The Company has  registered a dot.com name and has  determined it can begin
conducting its business with limited financing that it has arranged.


Item 3.  Description of Property.

     The  Company's  executive and  administrative  offices are located at 22147
Pacific Coast Highway,  Suite 4, Malibu,  CA 90265. The Company pays no rent for
use of the office  and does not  believe  that it will  require  any  additional
office  space in the  foreseeable  future  in  order  to  carry  out its plan of
operations described herein.


Item 4.  Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth as of December 31, 1999 certain  information
relating to the ownership of the common stock.

Name and Address of                    Amount and Nature of         Percent of
Beneficial Owner (1)                 Beneficial Ownership (2)        Class (2)
- --------------------                 ------------------------       ----------

Appletree Investment Company, Ltd          1,018,400(3)               100.00%

PageOne Business Productions, LLC            109,200                   10.00%

George Todt                                  109,200(4)                10.00%

Besty Rowbottom                              109,200(4)                10.00%

Larry Todt                                         0                    0.00%

James Walters                                109,200(4)                10.00%

All officers and directors as a group        109,200(4)                10.00%
(3 persons)

- ------------------------

(1)  Unless otherwise indicated,  the address of each beneficial owner is in the
     care of Syndicate  Ventures,  Inc.,  22147 Pacific Coast Highway,  Suite 4,
     Malibu, CA 90265.

                                       4
<PAGE>

(2)  Unless otherwise  indicated,  Syndicate  believes that all persons named in
     the table have sole voting and investment  power with respect to all shares
     of common  stock  beneficially  owned by them. A person is deemed to be the
     beneficial  owner of securities which may be acquired by such person within
     60 days from the date of this  registration  statement upon the exercise of
     options,  warrants  or  convertible  securities.  Each  beneficial  owner's
     percentage of ownership is determined by assuming all options,  warrants or
     convertible  securities  that are held by such  person (but not held by any
     other person) and which are  exercisable or  convertible  within 60 days of
     this  registration  statement have been exercised or converted.  Percent of
     Class (third column above) assumes a base of 1,018,400,000 shares of common
     stock outstanding as of December 31, 1999.

(3)  Consists of 909,200 shares held of record by Appletree  Investment Company,
     Ltd.,  an Isle of Man  corporation,  and  109,200  shares held of record by
     PageOne Business Productions, LLC, a Delaware limited liability company, of
     which Appletree is a managing member.

(4)  Consists solely of 109,200 shares of common stock held by PageOne  Business
     Productions, LLC, a Delaware limited liability company, of which Mr. George
     Todt,  Mr.  Walters and  Appletree  Investment  Company,  Ltd. are managing
     members and Ms. Rowbottom is Vice President.


Item 5.  Directors, Executive Officers, Promoters and Control persons.

     The  following  table sets forth  certain  information  with respect to the
directors and executive officers of Syndicate.

Name                                   Age(1)       Position
- ----                                   ---          --------
George Todt........................    46           Director
Mary Elizabeth Rowbottom...........    28           President and Secretary
Jim Walters........................    47           Treasurer
Larry Todt                             45           Vice President

- ----------------------
(1)  The ages of Messrs.  Todt and  Walters and Ms.  Rowbottom  are listed as of
     December 31, 1999.

     Our director and executive  officers  devote such time and attention to the
affairs of Syndicate as they believe  reasonable and necessary.  Set forth below
is a description of the background of our director and executive officers.

     GEORGE A. TODT was the President from inception until December 1999. He has
been the sole director  since the inception of Syndicate.  Since 1996,  Mr. Todt
has been a managing  member of  PageOne  Business  Productions,  LLC, a Delaware
limited liability  company.  From 1990 to 1995, Mr. Todt was the chief executive
officer of REPCO,  Inc.,  a  worldwide  designer  and  builder of  environmental
facilities.

                                       5
<PAGE>

         JAMES WALTERS has been the Treasurer of Syndicate  since its inception.
For more than 20 years,  Mr.  Walters  has been  engaged as a  certified  public
accountant with the Los Angeles, California-based firm of Kellogg & Andelson.

         MARY ELIZABETH ROWBOTTOM became Secretary of Syndicate in June 1999 and
President in December  1999. She has been employed by PageOne since 1997 and has
served as its Vice President since March 1999. From 1994 to 1997, Ms.  Rowbottom
served as a talent agent at HSI  Productions,  a Chicago,  Illinois-based  video
production company.

     LARRY TODT became Vice  President of Syndicate in December  1999.  He owned
and operated a  construction  company in the Midwest from 1975 to December 1996.
During that time was involved in  multi-million  dollar projects and managed the
activities of more than two hundred personnel.

     Our board of directors currently consists of one member, who serves in such
capacity  for a  one-year  term or until  his  successor  has been  elected  and
qualified,  subject to  earlier  resignation,  removal  or death.  The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum  number  required by applicable  law) from time to time by
resolution of the board of directors.  Our officers  serve at the  discretion of
the board of directors, subject to any effective contractual arrangements.


Item 6.  Executive Compensation.

     Consistent  with our present  policy,  no director or executive  officer of
Syndicate receives  compensation for services rendered to the company.  However,
these  persons are entitled to be  reimbursed  for expenses  incurred by them in
pursuit of our business objectives.


Item 7.  Certain Relationships and Related Transactions.

     Not Applicable.


Item 8.  Description of Securities.

Common Stock
- ------------
     Syndicate is authorized to issue  100,000,000  shares of common stock,  par
value  $0.001 per share.  Holders of common  stock are  entitled to one vote for
each share held of record on all  matters on which the  holders of common  stock
are  entitled  to vote.  There are no  redemption  or  sinking  fund  provisions
applicable to the common stock. The outstanding  shares of common stock are, and
the common  stock  issuable  pursuant to this  prospectus  will be, when issued,
fully paid and nonassessable.

                                       6
<PAGE>

Preferred Stock
- ---------------
     Syndicate  is  authorized  to  issue  8,000,000  shares  of  "blank  check"
preferred  stock, par value $0.001 per share, in one or more series from time to
time with such  designations,  rights and  preferences as may be determined from
time to time by the Board of  Directors,  including,  but not limited to (i) the
designation  of  such  series;  (ii)  the  dividend  rate of  such  series,  the
conditions  and dates upon which such dividends  shall be payable,  the relation
which such dividends  shall bear to the dividends  payable on any other class or
classes or series of Syndicate's  capital stock and whether such dividends shall
be cumulative or  non-cumulative;  (iii) whether the shares of such series shall
be subject to redemption for cash, property or rights,  including  securities of
any other  corporation,  by Syndicate or upon the happening of a specified event
and, if made subject to any such redemption, the times or events, prices, rates,
adjustments and other terms and conditions of such  redemptions;  (iv) the terms
and amount of any sinking fund  provided for the purchase or  redemption  of the
shares of such  series (v)  whether or not the  shares of such  series  shall be
convertible  into,  or  exchangeable  for, at the option of either the holder or
Syndicate or upon the happening of a specified event,  shares of any other class
or classes or of any other series of the same class of Syndicate's capital stock
and, if provision be made for the  conversion or exchange,  the times or events,
prices, rates, adjustments and other terms and conditions of such conversions or
exchanges;  (vi)  the  restrictions,  if any,  on the  issue or  reissue  of any
additional  preferred  stock;  (vii) the rights of the  holders of the shares of
such  series upon the  voluntary  or  involuntary  liquidation,  dissolution  or
winding up of Syndicate; and (viii) the provisions as to voting, optional and/or
other special rights and preferences, if any, including, without limitation, the
right to elect one or more  directors.  Accordingly,  the Board of  Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation,  conversion,  voting or other  rights  which  adversely  affect the
voting power or other rights of the holders of the common stock. In the event of
issuance, the preferred stock could be utilized, under certain circumstances, as
a way of  discouraging,  delaying  or  preventing  an  acquisition  or change in
control of Syndicate. Syndicate does not currently intend to issue any shares of
its preferred stock.


                                     PART II

Item 1.  Market Price of and Dividends on the Registrant's Common Equity and
         Other Shareholder Matters.

     There is  currently no market for  Syndicate's  securities.  Syndicate  has
never paid cash dividends on its common stock.  Payment of future dividends will
be within the discretion of  Syndicate's  Board of Directors and will depend on,
among other factors,  retained earnings,  capital requirements and the operating
and financial condition of Syndicate.

                                       7
<PAGE>

Item 2.  Legal Proceedings.

     Syndicate is not currently a party to any pending legal proceedings.


Item 3.  Changes in and Disagreements with Accountants.

     Not Applicable.


Item 4.  Recent Sales of Unregistered Securities.

     At the time of  incorporation,  Syndicate  issuued  9,200  shares of common
stock to both  Appletree  and PageOne in exchange for  consulting  services.  In
March 1999,  Syndicate  issued  900,000  shares of common stock to Appletree and
100,000  shares of common stock to Page One. The purchase price for these shares
was $0.001 per share.  The  purchases  were made  pursuant to a Rule 504 Private
Placement Offering.  There was no underwriter or placement agent involved in the
offer or sale of these  securities  and  there  was no  public  solicitation  or
advertisement  by  Syndicate  in  connection  with  the  offer  or sale of these
securities.   The   foregoing   issuances  of  common  stock  were  exempt  from
registration  under the Securities Act of 1933, as amended,  pursuant to Section
4(2) thereof.


Item 5.  Indemnification of Directors and Officers.

     Syndicate's  Restated  Certificate of Incorporation limits the liability of
its  directors to Syndicate or  Syndicate's  stockholders  for monetary  damages
arising  from a breach of  fiduciary  duty  owned to  Syndicate  or  Syndicate's
stockholders to the fullest extent permitted by the Delaware General Corporation
Law.

     Syndicate's  Restated  Certificate of Incorporation  and its Bylaws provide
for the  indemnification  by  Syndicate  of each  person  (including  the heirs,
executors, administrators, or estate of such person) who is or was a director or
officer of  Syndicate to the fullest  extent  permitted  or  authorized  by law,
including  attorneys' fees. Section 145 of the Delaware General  Corporation Law
provides in relevant part that a corporation may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such action,  suit or proceeding if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.

                                       8
<PAGE>

     In addition,  Section 145 provides  that a  corporation  may  indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which the Delaware Court of Chancery or
such other court shall deem proper.  Delaware law further  provides that nothing
in the above-described  provisions shall be deemed exclusive of any other rights
to  indemnification  or  advancement  of  expenses  to which any  person  may be
entitled  under any bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers,  and controlling  persons of Syndicate
pursuant to the above  statutory  provisions  or  otherwise,  Syndicate has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                    PART F/S

     The  following  financial   statements  of  Syndicate  Ventures,   Inc.,  a
development stage company, are contained on Pages F-1 through F-8:

          REPORT OF INDEPENDENT AUDITORS,  WEINBERG & COMPANY, P.A., DATED APRIL
          11, 2000

               BALANCE SHEET AS OF DECEMBER 31, 1999

               STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
               FOR THE PERIOD FROM  SEPTEMBER 15, 1998  (INCEPTION)  TO DECEMBER
               31, 1999

               STATEMENT OF CHANGES IN  STOCKHOLDERS'  DEFICIENCY FOR THE PERIOD
               FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999

               STATEMENTS OF CASH FLOW FOR THE YEAR ENDED  DECEMBER 31, 1999 AND
               FOR THE PERIOD FROM  SEPTEMBER 15, 1998  (INCEPTION)  TO DECEMBER
               31, 1999

               NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999


                                       9

<PAGE>


                            WEINBERG & COMPANY, P.A.
                          6100 Glades Road, Suite 314
                              Boca Raton, FL 33434
                                 (561) 487-5765


                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors of:
Syndicate Ventures, Inc.

We have audited the accompanying  balance sheet of Syndicate  Ventures,  Inc. (a
development stage company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year then
ended and for the period from  September  15, 1998  (inception)  to December 31,
1999.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material  respects,  the  financial  position  of  Syndicate  Ventures,  Inc. (a
development  stage  company) as of  December  31,  1999,  and the results of its
operations  and its cash flows for the year then  ended and for the period  from
September  21, 1998  (inception)  to  December  31,  1999,  in  conformity  with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the  Company  is a  development  stage  company  without
operations and has had  accumulated  operating  losses of $1,113 since inception
and a working capital  deficiency of $95. These factors raise  substantial doubt
about its ability to continue as a going  concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.



                                            WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 11, 2000

                                      F-1
<PAGE>


                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 1999



                                     ASSETS


TOTAL ASSETS                                                       $        -
- ------------
                                                                     ==========


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY


LIABILITIES
   Loan payable to principal stockholder                          $        95
                                                                   ------------

   TOTAL LIABILITIES                                                       95
                                                                   ------------

STOCKHOLDERS' DEFICIENCY

   Preferred stock, $0.001 par value, 8,000,000 shares
     authorized, none issued and outstanding                             -
   Common stock, $0.001 par value, 100,000,000 shares
     authorized, 1,018,400 issued and outstanding                       1,018
   Accumulated deficit during development stage                        (1,113)
                                                                   ------------

TOTAL STOCKHOLDERS' DEFICIENCY                                            (95)
                                                                   ------------


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $        -
- ----------------------------------------------                     ============








                 See accompanying notes to financial statements

                                      F-2

<PAGE>


                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


                                                             September 25,
                                                                 1998
                                             For the Year    (Inception) to
                                             Ended December    December
                                                31, 1999       31, 1999
                                             --------------  --------------

REVENUES                                       $     -        $     -
                                             --------------  --------------

EXPENSES

   Accounting fees                                   500            500
   Bank charges                                       95             95
   Consulting fees                                   -               18
   Legal fees                                        500            500
                                             --------------  --------------

NET LOSS                                       $  (1,095)     $  (1,113)
                                             --------------  --------------

   Net loss per share - basic and diluted      $ (0.0015)     $ (0.0019)
                                             --------------  --------------

   Weighted average number of shares
    outstanding during the  period -
     basic and diluted                           752,647        584,996
                                             --------------  --------------











                 See accompanying notes to financial statements

                                      F-3

<PAGE>


                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
     FOR THE PERIOD FROM September 15, 1998 (INCEPTION) TO DECEMBER 31, 1999



<TABLE>
<CAPTION>
                                                                           Deficit
                                                                         Accumulated
                                                    Common Stock           During
                                                ---------------------    Development
                                                 Shares      Amount         Stage         Total
                                                ---------   ---------     ---------     ---------

<S>                                             <C>         <C>         <C>             <C>
Common stock issued for services                   18,400   $      18   $      -        $      18

Net loss for the year ended December 31, 1998         -           -           (18)            (18)
                                                ---------   ---------   ---------       ---------

Balance, December 31, 1998                         18,400          18         (18)             -

Common stock issued for cash                    1,000,000       1,000          -            1,000

Net loss for the year ended December 31, 1999         -           -        (1,095)         (1,095)
                                                ---------   ---------   ---------       ---------

Balance, December 31, 1999                      1,018,400   $   1,018   $  (1,113)      $     (95)
                                                =========   =========   =========       =========
</TABLE>










                 See accompanying notes to financial statements

                                      F-4

<PAGE>


                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS



                                                                   September 15,
                                                       Year             1998
                                                      Ended          (Inception)
                                                      December       to December
                                                      31, 1999          31, 1999
                                                      --------      ------------
Cash flows from operating activities
   Net loss                                            $(1,095)     $   (1,113)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
  Stock issued for services                                -                18
                                                      --------      ------------
Net cash used in operating activities                   (1,095)         (1,095)
                                                      --------      ------------

Cash flows from financing activities
   Proceeds from issuance of common stock                1,000           1,000
   Loan proceeds from principal stockholder                 95              95
                                                      --------      ------------

   Net cash provided by financing activities             1,095           1,095
                                                      --------      ------------

Net increase in cash                                       -               -

Cash and cash equivalents - Beginning                      -               -
                                                      --------      ------------

Cash and cash equivalents - ending                    $    -        $      -
                                                      --------      ------------










                 See accompanying notes to financial statements

                                      F-5
<PAGE>

                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -------   ------------------------------------------

          (A)  Organization and Description of Business
          ---------------------------------------------
               Syndicate  Ventures,  Inc. (a  development  stage  company)  (the
               "Company") was incorporated in the State of Delaware on September
               15, 1998 to engage in an internet-based business. At December 31,
               1999,  the Company had not yet commenced  any  revenue-generating
               operations,  and all  activity to date  relates to the  Company's
               formation, proposed fund raising and business plan development.

               The Company's ability to commence  revenue-generating  operations
               is contingent upon its ability to implement its business plan and
               raise the additional capital it will require through the issuance
               of equity  securities,  debt  securities,  bank  borrowings  or a
               combination thereof.

          (B)  Use of Estimates
          ---------------------
               In preparing  financial  statements in conformity  with generally
               accepted  accounting  principles,  management is required to make
               estimates  and  assumptions  that affect the reported  amounts of
               assets and  liabilities  and the disclosure of contingent  assets
               and  liabilities  at the  date of the  financial  statements  and
               revenues and expenses during the reported period.  Actual results
               could differ from those estimates.

          (C)  Cash and Cash Equivalents
          ------------------------------
               For purposes of the cash flow statements,  the Company  considers
               all highly liquid  investments with original  maturities of three
               months or less at time of purchase to be cash equivalents.

          (D)  Income Taxes
          -----------------
               The  Company  accounts  for  income  taxes  under  the  Financial
               Accounting  Standards  Board  Statement of  Financial  Accounting
               Standards  No. 109.  "Accounting  for Income  Taxes"  ("Statement
               No.109").  Under  Statement  No.  109,  deferred  tax  assets and
               liabilities  are  recognized  for  the  future  tax  consequences
               attributable  to  differences  between  the  financial  statement
               carrying  amounts of existing  assets and  liabilities  and their
               respective  tax basis.  Deferred tax assets and  liabilities  are
               measured  using  enacted  tax rates  expected to apply to taxable
               income  in the years in which  those  temporary  differences  are
               expected to be recovered  or settled.  Under  Statement  109, the
               effect on deferred tax assets and  liabilities of a change in tax
               rates is  recognized  in income in the period that  includes  the
               enactment  date.  There was no current  income tax expense due to
               the  Company  not having  any  material  operations  for the year
               ending December 31, 1999.

                                      F-6
<PAGE>

                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
- -------   ------------------------------------------

          (E)  Loss Per Share
          -------------------
               Net loss per common  share for the year ended  December  31, 1999
               and for  the  period  from  September  15,  1998  (inception)  to
               December  31, 1999 is computed  based upon the  weighted  average
               common  shares  outstanding  as defined by  Financial  Accounting
               Standards  No. 128  "Earnings  Per  Share".  There were no common
               stock equivalents outstanding at December 31, 1999.

NOTE  2   LOAN PAYABLE TO PRINCIPAL STOCKHOLDER
- -------   -------------------------------------
               The   loan    payable    to    principal    stockholder    is   a
               non-interest-bearing    loan   payable   to   PageOne    Business
               Productions, LLC. The amount is due and payable on demand.

NOTE  3   STOCKHOLDERS' DEFICIENCY
- -------   ------------------------
               The Company was originally  authorized to issue 100,000 shares of
               preferred  stock  at $.01  par  value,  with  such  designations,
               preferences, limitations and relative rights as may be determined
               from time to time by the Board of Directors.

               The Company was also  originally  authorized to issue  10,000,000
               shares of common stock at $.001 per share par value.  The Company
               issued  909,200  and  109,200  shares  to  AppleTree   Investment
               Company,   Ltd.   and   PageOne   Business   Productions,    LLC,
               respectively.  No preferred shares were issued as of December 31,
               1999.

               Management  subsequently  filed an  amendment  to the articles of
               incorporation  with the State of Delaware,  which  increased  the
               number of authorized common shares to 100,000,000,  increased the
               number of authorized preferred shares to 8,000,000, and decreased
               the par value of the preferred shares to $0.001 per share.

               The financial  statements  at December 31, 1999 give  retroactive
               effect to common stock split, new authorized  share amounts,  and
               par   values   enumerated   in   the   amended   certificate   of
               incorporation.

                                      F-7

<PAGE>

                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999


NOTE  4   GOING CONCERN
- -------   -------------
               As  reflected  in  the  accompanying  financial  statements,  the
               Company has had accumulated  losses of $1,113 since inception,  a
               working  capital  deficiency  of $95 and has  not  generated  any
               revenues since it has not yet  implemented its business plan. The
               ability  of  the  Company  to  continue  as a  going  concern  is
               dependent on the Company's  ability to raise  additional  capital
               and implement its business plan. The financial  statements do not
               include any adjustments that might be necessary if the Company is
               unable to continue as a going concern.

               The Company intends to implement its business plan and is seeking
               funding  through  the  private  placement  of its  equity or debt
               securities or may seek a combination with another company already
               engaged  in  its  proposed  business.  Management  believes  that
               actions  presently  being taken provide the  opportunity  for the
               Company to continue as a going concern.









                                      F-8

<PAGE>



                                    PART III

Item 1.  Index to Exhibits

     The following exhibits are filed with this Registration Statement:

Exhibit No.          Exhibit Name
- ----------           ------------
3.1                  Restated Certificate of Incorporation of the Registrant*

3.2                  By-Laws of the Registrant*

27                   Financial  Data Schedule (incorporated  herein by reference
                     to Registrant's  Annual  Report on Form 10-KSB for the year
                     ended December 31, 1999)

                         * previously filed


Item 2.  Description of Exhibits

     See Item 1 above.







                                       10
<PAGE>


                                   SIGNATURES

         In accordance  with Section 12 of the Securities  Exchange Act of 1934,
the registrant caused this registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                        Syndicate Ventures, Inc.
                                             (Registrant)




Amendment No. 1
Date:   April 28, 2000                By:   /s/ Mary Elizabeth Rowbottom
                                            -----------------------------
                                            Mary Elizabeth Rowbottom
                                            President









                                       11



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